HandyMetrics Terms of Service v1.0
Effective Date: July 1, 2018
These Terms of Service are supplemental to the End User License Agreement (“EULA”) between you and HandyMetrics Corporation, its affiliates and licensors (collectively “HandyMetrics” or “we” or “us”) and are incorporated by reference in that EULA. Words and phrases defined in the EULA have the same meanings herein.
“You” or “you” means the individual who downloads, installs, accesses, or uses HandyMetrics’ App or its Services (and, if you represent a legal entity, it also means that entity, and you represent and warrant that you are authorized to enter into this agreement for that entity).
We reserve the right to change these Terms of Service at any time, and you agree (including by virtue of your continued use of our Services) to be bound by any such changes, effective upon notice to you, which notice shall be deemed to have been provided upon our posting of the current version of our Terms of Service to our Services. Unless explicitly stated otherwise, any new features or functionality (including, without limitation, video and related projects) that augment or enhance our Services shall be subject to these Terms of Service.
Words and phrases defined in the EULA have the same meanings in these Terms of Service except as may be expressly provided herein.
Certain Services may be provided to you free of charge, while other Services, require payment before you can access them and/or may require your agreement to Additional Terms from us, Publishers, and or Organizations. Your rights and licenses may be restricted in time and in scope. For example, if you belong to an Organization, you may have rights to that Organization’s supplied Content or Content licensed by that Organization only while you belong to that Organization. If you have a license from HandyMetrics and it expires, your licensed rights expire as well.
Please review these Terms carefully before using the Services because they affect your rights. By using any of the Services, you accept these Terms and agree to be legally bound by them.
2. Content: All Content is exclusively for private, personal use and is not to be redistributed by you in any form other than as expressly allowed by these Terms of Service.
4. We May Discontinue or Suspend Our Services or Terminate Your Use: We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, our Services (or any part thereof) with or without notice. You agree that we shall not be liable to you or any third party for any such modification, suspension or discontinuance of our Services. In addition, we reserve the right to terminate your access to our Services for any reason, and to take any other actions that we, in our sole discretion, believe to be in the interest of our company and of our users as a whole.
5. We Have All Rights In Our Services and Content; You Grant Us Certain Rights When You Submit Content to Us:
(a) Copyrights. Our Services (including all Content contained on our Services) is protected by copyright as a collective work or compilation under the copyright laws of Canada and worldwide copyright laws and treaty provisions, and we (subject to the rights of our licensors and licensees under applicable agreements, understandings and arrangements) have all rights therein. All individual articles, blogs, comments, listings and descriptions, audio, video, content and other elements comprising Content or Services are also copyrighted works, and we (subject to the rights of our licensors and licensees under applicable agreements, understandings and arrangements) have all rights therein. You must abide by all additional copyright notices or restrictions contained on our Services.
(b) Grant of Rights and Licenses to HandyMetrics and its affiliates and licensors and service providers. By posting or submitting Content on or to our Services (regardless of the form or medium with respect to such content), you automatically grant (or warrant that the owner of such materials expressly grants) HandyMetrics and its affiliates and licensors and service providers a world-wide, perpetual, royalty-free, irrevocable, non-exclusive, sublicensable and transferable right and license to use, store, adapt, modify, delete from, add to, transmit, communicate, publicly display and perform, reproduce and translate, distribute, prepare compilations and derivative works from the Content in connection with the Services and HandyMetrics’ and its service provider’s (including its and their respective successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof), and for promoting HandyMetrics, in any media formats and through any media channels. By way of example, you authorize HandyMetrics to publish and display your Content in a PDF file for you and others to enjoy, to edit your Content, to spatially place your Content in relation to other Content, to create blended and interpolated Content, data combinations and compilations, and other collective works and compilations. Without limiting the generality of the foregoing, with respect to any audio or video submissions to us made by you from time to time, you understand and agree that (unless you and we agree otherwise) we may, or may permit users to, based solely on functionality provided and enabled by our Services, compile, re-edit, adapt or modify your video submission, or create derivative works therefrom, either on a stand-alone basis or in combination with other third party Content, and (unless you and we agree otherwise) you shall have no rights with respect thereto and we or our licensees shall be free to display and publish the same (as so compiled, re-edited, adapted, modified or derived) for any period. The rights and licenses granted by you will apply with respect to any form, media or technology now known or later developed. In addition, you warrant that all "moral rights" in your Content have been waived.
HandyMetrics can continue to use your Content in these ways if you cease to use the HandyMetrics application. You further agree that HandyMetrics has the right to delete or otherwise edit any Content that you post to the Sevices at its sole discretion.
(c) Your obligations with respect to your Content. You are solely responsible for your own submissions of Content and the consequences of posting or publishing them on the Services. You may not post, transmit, or share content that you did not create or that you do not have permission to post. In connection with each of your submissions, you affirm, represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to publish Content you submit, and to license to HandyMetrics and its service providers (which may include YouTube) all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Services pursuant to the EULA and these Terms of Service. You further warrant that you have the written consent, release, and/or permission of each and every identifiable individual person in such submissions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of such submissions in the manner contemplated by us and these Terms of Service.
(d) Third Party Terms of Service. You acknowledge that Content uploaded to the Services may be posted to or hosted at HandyMetrics’ server or host supplier, and in such event, its Terms of Service shall apply to such Content.
(e) Take-down rights, No endorsement of Content. You acknowledge that we do not pre-screen submissions, but that we reserve the right to remove or not publish submissions without prior notice. You understand that when you submit content in any form to the Services we may authorize such content to be distributed or syndicated to or published on other HandyMetrics-branded environments.
HandyMetrics does not endorse any Content submitted to the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and HandyMetrics expressly disclaims any and all liability in connection with Content. HandyMetrics does not permit copyright infringing activities and infringement of intellectual property rights on the Services, and HandyMetrics and its service providers may remove all Content if properly notified that such Content infringes on another's intellectual property rights. HandyMetrics and its service providers reserve the right to remove Content without prior notice.
(f) Commercial Content You agree not to use the Services for any of the following commercial uses unless you obtain HandyMetrics’ prior written approval: (i) the sale of access to the Services; (ii) the sale of advertising, sponsorships, or promotions placed on or within the Services or Content; or (iii) the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or website containing Content delivered via the Services, unless other material not obtained from HandyMetrics or its service providers appears on the same page and is of sufficient value to be the basis for such sales.
Prohibited commercial uses do not include any use that HandyMetrics expressly authorizes in writing.
6. Safety – Community Guidelines: We do our best to keep the Services safe, but we cannot guarantee it. Your use of our Services must be respectful of yourself, of us, and of our community of users. You agree:
a. You will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant HandyMetrics and its service providers all of the rights granted herein.
b. You will not post unauthorized commercial communications or harmful or mischievous communications (such as spam or click-bait or misleading meta-data) on the Services.
c. You will not collect or store personal data about other users without their express consent or in connection with the prohibited conduct and activities set forth above.
d. You will not access Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.
e. You will not engage in unlawful marketing practices on the Services. You will not upload, post, transmit, via script or otherwise, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", any other form of solicitation, or materials that promote or convey information known to be false or misleading. We have the right but not the obligation to make such determinations, and you accept our determinations.
f. You will not upload viruses or other harmful code to the Services.
g. You will not solicit login information or access an account belonging to someone else.
h. You will not publish falsehoods or misrepresentations, libelous or defamatory Content.
i. You will not submit material that is an invasion of another person’s privacy or disclosing another person’s personal information.
j. You will not bully, intimidate, or harass any user of the Services.
k. You will not post content that: is hateful, harassing, threatening, racially or ethnically offensive, sexually explicit or pornographic, abusive, inflammatory, vulgar, obscene, fraudulent, incites violence; evidences dangerous or harmful behavior or is sensationally graphic, contains nudity or graphic or gratuitous violence, or is otherwise objectionable
l. You will not use the Services, software, information, data and other on the Services to harm minors in any way.
m. You will not impersonate any person or entity, including, but not limited to, any of our officials, or falsely state or otherwise misrepresent your affiliation with a person or entity.
n. You will not collect or provide funds, directly or indirectly, in order to carry out terrorist crimes, contribute to or facilitate the activities or a terrorist group, or instruct anyone to carry out a terrorist activity.
o. You will not use the Services to do anything unlawful, misleading, malicious, or discriminatory.
p. You will not submit material that encourages conduct that would be considered a criminal offense, give rise to civil liability, or violate any local, provincial, national, or international law.
q. You will not do anything that could disable, overburden, or impair the proper working or appearance of the Services, such as a denial of service attack or interference with page rendering or other Services functionality.
r. You will not facilitate or encourage any violations of this Statement or our policies.
7. Rights of Other Users to Your Content: You hereby grant each user of the Services a non-exclusive license to access your Content through the Services, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Services and under HandyMetrics’ Terms of Service (see Section 8 below).
8. You Have Rights if You Believe Your Copyright is Being Infringed: If you are a copyright owner or agent thereof and believe that any of our content infringes upon your copyright, please contact us by email: copyright [at] handymetrics.com
9. Your Use of Our/Third Party Content is Restricted:
(a) Unless expressly permitted, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit or in any way exploit any part of our Services or any Content thereon (other than Content you own), except as permitted under the last paragraph of this Sub-section. Without limiting the generality of the foregoing (but subject to the last sentence of this Section, you may not distribute, frame, reproduce, republish, scrape, display, post, or transmit any part of this Services or any content thereon over any network, including, without limitation, a local area network, or sell or offer it for sale. In addition, these files may not be used to construct any kind of database.
Just as we from time to time excerpt materials from other sources in order to support the various commentaries and writings contained herein, we respect the right of others to make "fair use" of the materials contained in/on our Services; accordingly, you may from time to time excerpt and use materials set forth on this Services consistent with the principles of "fair use." We also acknowledge that you may use public data so long as you remain a licensee of HandyMetrics App, you may use non-public data of an Organization for such purposes as that Organization has licensed you, you may use Templates and overlays of Templates only in accordance with terms agreed with the Publisher of the Template and the overlays.
(b) We are concerned about the integrity of our Services when it is viewed in a setting created by a third party that includes advertising or other materials that we have not authorized to be displayed with the content of our Services. Neither you nor any third party shall make use of the contents of our Services in any manner that constitutes an infringement of our rights, including copyright or that has not been authorized by us.
10. We are Not Responsible For and Do Not Necessarily Hold the Opinions Expressed by Our Content Contributors: Opinions and other statements expressed by users and third parties (e.g., bloggers, Content submitters and those that comment or “like” posts) are theirs alone, not opinions of our own. Content created by third parties is the sole responsibility of the third parties and its accuracy and completeness are not endorsed or guaranteed. You acknowledge that by providing you with our services and the ability to view and distribute content through our Services, we are not undertaking any obligation or liability relating to the content. HandyMetrics and its affiliates, successors, assignors, employees, agents, directors, officers and shareholders do not undertake or assume any duty to monitor our Services for inappropriate or unlawful content. HandyMetrics and its affiliates, successors, assignors, employees, agents, directors, officers and shareholders assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Notwithstanding the foregoing, we reserve the right to block or remove content, communications, postings or other materials at any time at our sole discretion.
11. Users Are Independent: If you submit materials to us as a user, you will be treated as an independent contractor, not an employee. You agree that you are not entitled to, and do not expect any wages or compensation from us for any of your content. You also agree that you are not eligible for any employee benefit plans or programs. You must obtain and pay for your own computer, Internet access, third-party clearances and licenses and everything else you need to create and submit your content to us. You agree that you are not under our direction or control and that you cannot hold yourself out as our agent or representative or attempt to bind us to any obligations. You acknowledge and agree that the Services provides a forum with an audience for you to share your content, views and express your unique opinions and ideas. If you post photos, video or any other works, comments or blogs on the Services, you decide when, where and how often you write and submit your content. You can write or provide content for anyone else and to any other Services you want at any time. We do not select or approve your topics.
12. You Will Be Responsible for Any Harm We Suffer as a Result of Your Violation of These Terms of Service or Any Breach by You of Your Representations and Warranties: You agree to indemnify and hold harmless HandyMetrics and its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation by you of these Terms of Service or any breach by you of your representations and warranties hereunder. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification. In such event, you shall provide us with such cooperation as is reasonably requested by us.
13. Your Use of Our Services is Subject to Certain Disclaimers:
You agree we are not responsible or liable to you in any manner for any user supplied content or third party applications, software or content posted on the Services or in connection with the any service or utility provided by or through the Services, whether posted or made accessible by users of the Services, by us, by third parties or by any of the equipment or programming associated with or utilized in the Services. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Services and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Services or in connection with any user supplied content or third party applications, software or content. We are not responsible for the conduct, whether online or offline, of any user of the Services.
The Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, your or any other user’s communications. You agree we may not be held liable for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Services or combination thereof, including injury or damage to your or any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Internet and/or in connection with the Services. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any user supplied content or personal injury or death, resulting from anyone's use of the Services, any user supplied content or third party applications, software or content posted on or through the Services or any Services or transmitted to users, or any interactions between users of the Services, whether online or offline.
OUR SERVICES AND THE CONTENT ON OUR SERVICES IS PROVIDED ON AN "AS IS", “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE DATA, INFORMATION, AUDIO, VIDEO, MEDIA, OR OTHER MATERIALS AVAILABLE THROUGH OUR SERVICES. WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SERVICES OR ANY INFORMATION OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH OUR SERVICES. WE DO NOT MAKE ANY REPRESENTATIONS, NOR DO WE ENDORSE, WARRANT, OR GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED OR DISTRIBUTED ON THIS SERVICES OR AVAILABLE THROUGH LINKS ON OUR SERVICES. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS ON OUR SERVICES.
ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER HARMFUL CODE, WE DO NOT GUARANTEE OR WARRANT THAT OUR SERVICES OR MATERIALS THAT MAY BE DOWNLOADED FROM OUR SERVICES DO NOT CONTAIN SUCH DESTRUCTIVE FEATURES. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES.
IF YOU RELY ON OUR SERVICES AND ANY MATERIALS AVAILABLE THROUGH OUR SERVICES, YOU DO SO SOLELY AT YOUR OWN RISK.
OUR SERVICES MAY CONTAIN VARIOUS COMBINATIONS OF TEXT, IMAGES, AUDIOVISUAL PRODUCTIONS, OPINIONS, STATEMENTS, FACTS, ARTICLES, DATA, OR OTHER INFORMATION CREATED BY US OR BY THIRD-PARTIES. DUE TO THE NUMBER OF SOURCES FROM WHICH CONTENT ON OUR SERVICES IS OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES IN SUCH CONTENT. ACCORDINGLY, SUCH CONTENT, IS FOR YOUR REFERENCE ONLY AND SHOULD NOT BE RELIED UPON BY YOU FOR ANY PURPOSE. INFORMATION CREATED BY THIRD PARTIES THAT YOU MAY ACCESS ON OUR SERVICES OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY US AND REMAINS THE RESPONSIBILITY OF SUCH THIRD PARTIES.
HANDYMETRICS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY USERS, HANDYMETRICS USERS, ADVERTISERS AND/OR SPONSORS ON THE SERVICES, IN CONNECTION WITH HANDYMETRICS’ SERVICES OR OTHERWISE RELATED TO YOUR USE OF THE SERVICES.
HANDYMETRICS IS NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS OR FAILURE TO ACT OF ANY EVENT VENUE, PERFORMER, PROMOTER OR OTHER THIRD PARTY IN CONNECTION WITH ANY ACTIVITY AT ANY EVENT VENUE.
In no event shall any claim, action or proceeding by you related in any way to the Services or our Services (including your visit to or use of the Services or any of our Services) be instituted more than one (1) year after the cause of action arose.
These terms are supplemental to the Warranty Disclaimer and Limitations of Liability found in the EULA, which apply hereto.
14. Our Liability to You is Limited: HandyMetrics and its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents and licensors are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including, without limitation, lost revenues or profits, loss of business or loss of data, in any way related to this Services or for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies in our Services (including, without limitation, as a result of breach of any warranty or other term of these Terms of Service), even if HandyMetrics has been advised of the possibility of such damages. Any claim against us shall be limited to the greater of $1.00 and the amount you paid, if any, for use of our Services.
15. You Indemnify Us Respecting Your Submissions: You agree to indemnify, defend, and hold HandyMetrics and all of its officers, directors, owners, employees, agents, information providers, service providers, vendors, contractors, affiliates, partners, and licensors (collectively, the “HandyMetrics Parties”) harmless from and against any and all loss, liability, claim, demand, damages, costs and expenses (including reasonable lawyers’ fees) incurred by any of the HandyMetrics Parties arising out of or in connection with any content you post or submit or otherwise share on or through the Services (including through any share service), your use of the Services or the Services, your conduct in connection with the Services or with other users of the Services, or any violation of these Terms of Service or of any law or the rights of any third party. HandyMetrics reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify HandyMetrics, and you will cooperate with HandyMetrics’ defense of these claims.
16. Class Action Waiver: Except where prohibited by law, you agree to waive your right to initiate, be a class representative of, or in any way participate as a party or class member in a class action claim, suit, or proceeding brought in any court in any location
17. We May be Legally Compelled to Disclose Certain Information: You agree that in the event we receive an order issued by a court or from a law enforcement or government agency, we shall comply with such orders without your consent or prior notice to you and may disclose your IP address, username, name, IP location or other information in response thereto.
18. We are Not Responsible for Linked Services: We are not responsible for the availability or content of any goods or services provided by third parties that may be linked to our Services. Because we have no control over such goods and services, you acknowledge and agree that we are not responsible or liable for any content, accuracy, quality, advertising, products or other materials on or available from such third parties. You further acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, the Services or any of the Services, including payment for and the delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings are solely between you and such third parties. You agree that we will not be responsible or liable in any way, either directly or indirectly, for any loss or damage of any kind incurred as a result of, or in connection with the use of or reliance on any content, goods or services available through such third parties.
19. Registration, Accounts and Passwords: Certain of the Services made available on the Services may require registration. Should you choose to register for these services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the applicable jurisdiction. You also agree to: (i) provide true, accurate, current, and complete information about yourself as required by the Services' registration form (the "Registration Data"); (ii) maintain and update the Registration Data to keep it true, accurate, current and complete; and (iii) be responsible for all activities that occur under such registration or account. If you provide any information that is untrue, inaccurate, not current or incomplete or if we have reason to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services.
20. Mobile and Other Devices: We currently provide our mobile services for free, but please be aware that your carrier's normal rates and fees, such as messaging fees and data usage fees will still apply. We reserve the right in future to charge for our mobile services. In the event you change or deactivate your mobile telephone number, you will update your account information on our Services within 48 hours to ensure that your messages are not sent to the person who acquires your old number. You provide consent and all rights necessary to enable users to sync (including through an application) their devices with any information that is visible to them on our Services. We may offer various services constituting electronic commercial messages including, without limitation, alerts, contests, sweepstakes and offers for products. If made available, you may choose to receive our mobile alerts by signing up or entering a mobile promotion. Terms of service for any third party supplied messaging services will be made available to you by the third party. You will have the right to opt out of any such mobile messaging service by replying with a “STOP” or similar message to such alert or to the short code provided. Further detail will be made available if any such service is provided to you.
21. Advertisements and Other Commercial Content Served by the Services: Our goal is to deliver ads and commercial content that are valuable to our users and advertisers. In order to help us do that, you agree to the following: (i) If applicable, you can use your privacy settings to limit how your name and profile picture, if applicable may be associated with commercial, sponsored, or related content (such as content or publishers you like) served or enhanced by us. You give us permission to use your name and profile picture in connection with that content, subject to the limits you place; (ii) we do not give your content or information to advertisers without your consent; (iii) you understand that we may not always identify paid services and communications as such.
22. Trademarks: We are the owner or licensee of the trademarks for HandyMetrics, and the trade dress used on the Services (graphics, logos, designs, page headers, button icons, scripts etc.). Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission (and that of any licensor to us).
23. Termination: If you violate the letter or spirit of these Terms of Service, or otherwise create risk or possible legal exposure for us, we can stop providing all or part of our Services to you. We will notify you by email or at the next time you attempt to access your account. You may also delete your account or disable your application at any time. In all such cases, your rights as a user under the EULA and these Terms of Service shall terminate, but the provisions of the EULA and hereof for our benefit shall survive.
24. Any Dispute Between Us Will be Governed by Ontario Law: These Terms of Service shall be governed by the laws of Canada and the Province of Ontario, applicable to agreements made and to be performed therein without regard to conflict of laws principles. You agree to resolve any claim, cause of action or dispute (claim) you have with us arising out of or relating to these Terms of Service or the Services exclusively in a provincial or federal court located in Ontario, Canada. The laws of the Province of Ontario will govern this User Agreement, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Ontario, Canada for the purpose of litigating all such claims.
25. Exclusions and Limitations: Some jurisdictions do not allow the exclusion of certain warranties, representations of Service or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
26. Waiver and Severability of Terms: If we fail to exercise or enforce any right or provision of these Terms of Service, this shall not constitute waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavour to give effect to the intent of the provision in question, and that the other provisions of these Terms of Service remain in full force and effect.
27. Further Assurances: You agree to use reasonable efforts to do, make, execute, deliver, or cause to be done, made, executed, or delivered, all such further acts, documents, and things as we may reasonably require from time to time for the purpose of giving effect to these Terms of Service, including regularly reviewing the Terms of Service and updating your registration information. You agree that nothing in this User Agreement shall prevent us from complying with the law; that this User Agreement does not confer any third party beneficiary rights; and that you will comply with all applicable laws when using or accessing our Services. We reserve all rights not expressly granted to you.
28. Language: The parties have agreed that this Agreement and all documents relating thereto be written in the English language. Les parties ont demandé que cette convention ainsi que tous les documents que s'y rattachent soient rédigés en anglais.
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